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OUTERWALL INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 14, 2014, the Board of Directors of Outerwall Inc. (the "Company") appointed Peter Osvaldik, currently the Company's Interim Chief Accounting Officer, as Chief Accounting Officer of the Company, effective as of May 18, 2014. Mr. Osvaldik, age 36, has served as our Interim Chief Accounting Officer since January 2014, after having served as Outerwall's Corporate Controller from January 2013 to January 2014 and as Controller for the Coinstar® line of business from November 2010 through January 2013. Prior to that, he worked at PricewaterhouseCoopers LLP (an accounting firm) from 2001 to 2010, including as a Senior Manager in Audit and Business Advisory Services from 2008 to 2010. Mr. Osvaldik is a certified public accountant in the state of Washington. Mr. Osvaldik's offer letter (the "Offer Letter") includes the following material terms: • annual base salary of $210,000; • target bonus opportunity of 30% of base salary for 2014, based on achievement of performance goals; • target long-term incentive compensation to be valued at $100,000 for 2015; and • fringe benefits as provided by the Company from time to time. The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Certain statements in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as "will" and "expect," and variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The forward-looking statements in this Current Report on Form 8-K include statements regarding management transition matters and related compensation. Forward-looking statements are not guarantees of future actions, events or performance, which may vary materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company or employees, including those beyond the Company's control. For more information on factors that may affect future performance, results or actions, please review "Risk Factors" described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC"), as well as other public filings with the SEC. These forward-looking statements reflect the Company's expectations as of the date hereof. The Company undertakes no obligation to update the information provided herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Offer Letter between Outerwall Inc. and Peter Osvaldik -2- -------------------------------------------------------------------------------- |